Liberty Global plc (NASDAQ:LBTYA) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On May 23, 2017, Sable International Finance Limited (the
Borrower) and Coral-US Co-Borrower LLC (the Co-Borrower) as
borrowers (together, the Initial Borrowers), entered into the
financing arrangements described below. The arrangements amend,
supplement and/or restate (as described below) the Credit
Agreement originally dated May 16, 2016 made between, amongst
others, the Initial Borrowers, the guarantors named therein (the
Guarantors), and The Bank of Nova Scotia as administrative agent
(as amended from time to time, the Credit Agreement) Each of the
Initial Borrowers is a wholly-owned indirect subsidiary Cable and
Wireless Communications Limited (CWC), which is a subsidiary of
Liberty Global plc (Liberty Global). The assets and liabilities
of CWC and its subsidiaries are attributed to Liberty Globals
LiLAC Group.
Borrower) and Coral-US Co-Borrower LLC (the Co-Borrower) as
borrowers (together, the Initial Borrowers), entered into the
financing arrangements described below. The arrangements amend,
supplement and/or restate (as described below) the Credit
Agreement originally dated May 16, 2016 made between, amongst
others, the Initial Borrowers, the guarantors named therein (the
Guarantors), and The Bank of Nova Scotia as administrative agent
(as amended from time to time, the Credit Agreement) Each of the
Initial Borrowers is a wholly-owned indirect subsidiary Cable and
Wireless Communications Limited (CWC), which is a subsidiary of
Liberty Global plc (Liberty Global). The assets and liabilities
of CWC and its subsidiaries are attributed to Liberty Globals
LiLAC Group.
The net effect of the financing arrangements described below,
which became effective on May 26, 2017, includes:
which became effective on May 26, 2017, includes:
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reducing the interest payable under the Credit Agreement in
respect of term loans, from LIBOR plus 4.75% per annum to LIBOR plus 3.50% per annum and reducing the floor to 0.00%; |
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reducing the interest payable under the Credit Agreement in
respect of revolving credit loans, from LIBOR plus 3.50% to LIBOR plus 3.25%; and |
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extending the maturity dates under the Credit Agreement.
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New Term Loan Facility
The Initial Borrowers and The Bank of Nova Scotia as
administrative agent, among others, entered into a $1,125 million
additional facility joinder agreement (the Additional Facility
Joinder Agreement) to the Credit Agreement. Under the terms of
the Additional Facility Joinder Agreement, certain lenders agreed
to provide a $1,125 million term loan facility (the Additional
Term B-3 Facility) to the Co-Borrower. The final maturity date
for Additional Term B-3 Facility is>January 31, 2025. The
Additional Term B-3 Facility bears interest at a rate of LIBOR
plus 3.50% per annum subject to a LIBOR floor of 0.00%.
administrative agent, among others, entered into a $1,125 million
additional facility joinder agreement (the Additional Facility
Joinder Agreement) to the Credit Agreement. Under the terms of
the Additional Facility Joinder Agreement, certain lenders agreed
to provide a $1,125 million term loan facility (the Additional
Term B-3 Facility) to the Co-Borrower. The final maturity date
for Additional Term B-3 Facility is>January 31, 2025. The
Additional Term B-3 Facility bears interest at a rate of LIBOR
plus 3.50% per annum subject to a LIBOR floor of 0.00%.
The advances made under the Additional Term B-3 Facility were
issued with an original issue discount of 99.50% of the principal
amount. The proceeds of the Additional Term B-3 Facility were
used to (i) prepay in full the $1,100 million outstanding amount
of Term B-1 Loans and Term B-2 Loans under the Credit Agreement
and (ii) pay certain fees and expenses incurred in connection
with the refinancing. The remaining proceeds will be used for
general and /or working capital purposes.
issued with an original issue discount of 99.50% of the principal
amount. The proceeds of the Additional Term B-3 Facility were
used to (i) prepay in full the $1,100 million outstanding amount
of Term B-1 Loans and Term B-2 Loans under the Credit Agreement
and (ii) pay certain fees and expenses incurred in connection
with the refinancing. The remaining proceeds will be used for
general and /or working capital purposes.
Revolving Credit Facility
The Initial Borrowers and The Bank of Nova Scotia as
administrative agent, among others, entered into a $625 million
refinancing amendment agreement (the Refinancing Amendment
Agreement) to the Credit Agreement. Under the terms of the
Refinancing Amendment Agreement, certain lenders have agreed to
establish a new class of revolving credit commitments to extend
their existing revolving credit commitments of $625 million (the
Class B Revolving Credit Commitments) to the Initial Borrowers.
The final maturity date for Class B Revolving Credit Commitments
is>June 30, 2023. A fee of 0.50% per annum is payable in
respect of unutilized Class B Revolving Credit Commitments, and
advances thereunder bear interest at a rate of LIBOR plus 3.25%
per annum. The Class B Revolving Credit Commitments can be
utilized by the Initial Borrowers for general corporate purposes
and/or working capital purposes including the redemption,
refinancing, repayment or prepayment of existing indebtedness of
any member of the Restricted Group under the Credit Agreement,
including the payment of fees and expenses in connection with the
refinancing.
administrative agent, among others, entered into a $625 million
refinancing amendment agreement (the Refinancing Amendment
Agreement) to the Credit Agreement. Under the terms of the
Refinancing Amendment Agreement, certain lenders have agreed to
establish a new class of revolving credit commitments to extend
their existing revolving credit commitments of $625 million (the
Class B Revolving Credit Commitments) to the Initial Borrowers.
The final maturity date for Class B Revolving Credit Commitments
is>June 30, 2023. A fee of 0.50% per annum is payable in
respect of unutilized Class B Revolving Credit Commitments, and
advances thereunder bear interest at a rate of LIBOR plus 3.25%
per annum. The Class B Revolving Credit Commitments can be
utilized by the Initial Borrowers for general corporate purposes
and/or working capital purposes including the redemption,
refinancing, repayment or prepayment of existing indebtedness of
any member of the Restricted Group under the Credit Agreement,
including the payment of fees and expenses in connection with the
refinancing.
Amendment and Restatement Agreement in respect of the Credit
Agreement
Agreement
to the Additional Facility Joinder Agreement and the Refinancing
Amendment Agreement the Initial Borrowers and The Bank of Nova
Scotia as administrative agent, among others, entered into an
agreement to amend and restate in full the Credit Agreement (the
Amendment and Restatement Agreement), that became effective upon
the funding of the advance under the Additional Term B-3
Facility.
Amendment Agreement the Initial Borrowers and The Bank of Nova
Scotia as administrative agent, among others, entered into an
agreement to amend and restate in full the Credit Agreement (the
Amendment and Restatement Agreement), that became effective upon
the funding of the advance under the Additional Term B-3
Facility.
Further to the effectiveness of the Amendment and Restatement
Agreement, the obligations of the Initial Borrowers under the
Credit Agreement (as amended and restated by the Amendment and
Restatement Agreement), including in relation to the Additional
Term B-3 Facility and the Class B Revolving Credit Commitments,
remain guaranteed by the Original Borrower, the Original Co-
Agreement, the obligations of the Initial Borrowers under the
Credit Agreement (as amended and restated by the Amendment and
Restatement Agreement), including in relation to the Additional
Term B-3 Facility and the Class B Revolving Credit Commitments,
remain guaranteed by the Original Borrower, the Original Co-
Borrower, CWC and certain of its subsidiaries, and continue to
be secured by pledges over the shares of each guarantor under
the Credit Agreement and certain other subsidiaries of CWC, and
certain subordinated shareholder loans.
be secured by pledges over the shares of each guarantor under
the Credit Agreement and certain other subsidiaries of CWC, and
certain subordinated shareholder loans.
The foregoing descriptions of Additional Term B-3 Facility,
Class B Revolving Credit Commitments, the Amendment and
Restatement Agreement and the transactions contemplated thereby
are not complete and are subject to and qualified in their
entirety by reference to the Additional Facility Joinder
Agreement, the Refinancing Amendment and the Amendment and
Restatement Agreement (including in the respective schedules
thereto), copies of which are attached hereto at Exhibits 4.1,
4.2 and 4.3, respectively.
Class B Revolving Credit Commitments, the Amendment and
Restatement Agreement and the transactions contemplated thereby
are not complete and are subject to and qualified in their
entirety by reference to the Additional Facility Joinder
Agreement, the Refinancing Amendment and the Amendment and
Restatement Agreement (including in the respective schedules
thereto), copies of which are attached hereto at Exhibits 4.1,
4.2 and 4.3, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Name
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4.1
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Additional Facility Joinder Agreement dated May 23,
2017 and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia |
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4.2
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Refinancing Amendment Agreement dated May 23, 2017
and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia |
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4.3
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Amendment and Restatement Agreement dated May 23,
2017 and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia |
Liberty Global plc (NASDAQ:LBTYA) Recent Trading Information
Liberty Global plc (NASDAQ:LBTYA) closed its last trading session up +0.40 at 31.75 with 2,157,835 shares trading hands.